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Master Subscription Agreement Developer Services

This Master Subscription Agreement ("Agreement") is for Your use of the Developer Services to develop and maintain applications and services that interoperate with or complement Our online platform and/or applications.

YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT BY CLICKING A CHECK BOX OR BUTTON OR EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING THE DEVELOPER SERVICES. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE DEVELOPER SERVICES.

You may not, without Our prior written consent, access or use the Developer Services:

? for production purposes, or ? if You are Our direct competitor, or ? to monitor the availability, performance or functionality of the Developer Services, or ? for any other benchmarking or competitive purposes.

You may not, without Our prior written consent, access or use any Salesforce services, including the Developer Services, to Commercially Distribute Your Application to third parties unless You are authorized to do so pursuant to a separate agreement with Us. Any violation of the preceding sentence shall be deemed a material breach of this Agreement. You are Commercially Distributing Your Application if installation, access, and/or use of any version of Your Application or its features and capabilities require the payment of fees of any kind to You (including, e.g., if Your Application integrates to or makes use of any application or other product or service for which You collect fees, or if the Your Application is provided under a "freemium" payment model).

This Agreement was last updated on May 2, 2017. It is effective between You and Us as of the date of You accept this Agreement.

Table of Contents

1. Definitions 2. Provision and use of developer services 3. Third-party providers 4. No fees for developer services 5. Proprietary rights 6. Confidentiality 7. Limited warranties and disclaimers 8. Indemnification 9. Limitation of liability 10. Term and termination 11. Additional terms applicable to supplemental developer services 12. Sites 13. Who You Are Contracting With, Notices, Governing Law and Jurisdiction 14. General Provisions

1. DEFINITIONS

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"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"AppExchange" means the online directory of applications that interoperate with the Developer Services, located at or at any successor websites.

"Basic Developer Services" means the Developer Edition, and any other versions We designate as developer versions, of the online, Web-based applications and platform We provide via , , , and/or , as described in the User Guide, that We make generally available to Our developer community at no charge, excluding tools and resources accessible outside the above-described applications and platform and excluding Developerforce Content and ThirdParty Applications.

"Developerforce Content" means the content, information, resources, documentation, code, tools, toolkits, developer environments and/or communities, contests, promotions and/or programs accessible via , and/or http://*., excluding Developerforce Content.

"Developer Services" means Basic Developer Services and Supplemental Developer Services.

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Order Form" means the ordering documents for any purchases of Supplemental Developer Services hereunder, including addenda thereto, that are entered into by You and Us from time to time. Order Forms shall be deemed incorporated herein by reference.

"Supplemental Developer Services" means any versions We designate as developer versions of the online, Webbased applications and platform We provide via , , , and/or , as described in the User Guide, and any versions of other services We provide and designate as developer versions, that we make generally available to Our developer community for a fee and that You order under an Order Form. Supplemental Developer Services exclude Develtools and resources that are accessible outside the above-described applications, and exclude Basic Developer Services, Developerforce Content and Third-Party Applications.

"Third-Party Applications" means online, Web-based applications and offline software products that are provided by third parties, interoperate with the Developer Services, and are identified as third-party applications, including but not limited to those listed on the AppExchange.

"User Guide" means the online user guide for the Developer Services, accessible via or as updated from time to time.

"User" means an individual who is authorized by You to use the Developer Services and who has been supplied a user identification and password by You (or by Us at Your request). A User may be, without limitation, your employee, consultant, contractor or agent, or a third party with which You transact business, or an employee or contractor of such a third party.

"User Subscription" means a subscription granted by Us to You for Developer Services, which is assigned by You to a User. The duration of any User Subscription shall be as described in Section 10.2 (Term of Basic Developer Service User Subscriptions) or Section 11.7.a (Term of Supplemental Developer Service User Subscriptions), as applicable.

"We," "Us" or "Our" means the company described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).

"You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and

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Affiliates of that company or entity.

"Your Application" means an online application that You create using, and that interoperates with, the Developer Services.

"Your Data" means all electronic data or information submitted by You to the Developer Services.

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2. PROVISION AND USE OF DEVELOPER SERVICES

2.1. Provision of Developer Services. We shall make the Developer Services available to You pursuant to this Agreement.

2.2. User Subscriptions. Unless otherwise agreed in writing by Us, Developer Services are made available as User Subscriptions and may be accessed by a number of Users no greater than the number of user IDs we allocate to You. User Subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Developer Services.

2.3. Our Responsibilities. We shall use commercially reasonable efforts to: (i) make the Developer Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Developer Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (ii) provide the Developer Services in accordance with applicable laws and government regulations. The Basic Developer Services exclude support. We may make developer support available separately as a Supplemental Developer Service or through other programs from time to time.

2.4. Your Responsibilities. You shall (i) be responsible for Users' compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Developer Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Developer Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Developer Services available to any person or entity other than Users, (b) sell, resell, rent or lease the Developer Services, (c) use the Developer Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or confidentiality rights, (d) use the Developer Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Developer Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Developer Services or their related systems or networks.

2.5. Usage Limitations. Developer Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface, and, for Developer Services that enable You to provide public websites, on the number of page views by visitors to those websites. Any such limitations are specified in the User Guide.

2.6. Use of Developerforce Content. You may use Developerforce Content in connection with the Developer Services hereunder, subject to the Developerforce Terms of Use posted at .

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3. THIRD-PARTY PROVIDERS

3.1. Your Acquisition of Third-Party Products and Services. To use the Developer Services, You must have a supported computer device, Web browser and Internet connection; no purchase of any other third-party products or services is required to use the Developer Services. We may offer Third-Party Applications for sale under Order

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Forms. Any other acquisition by You of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between You and any third-party provider, are solely between You and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by Us as "certified" or otherwise, except as specified in an Order Form.

3.2. Third-Party Applications and Your Data. If You install or enable Third-Party Applications for use with Developer Services, You acknowledge that We may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Developer Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. The Developer Services shall allow You to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the Developer Services.

3.3. Developer Service Features that Integrate with Third-Party Services. The Developer Services contain features designed to interoperate with third-party services (which may include, for example, Google, Facebook and Twitter services). Such Developer Service features depend on those third-party providers continuing to make their services, including their application programming interfaces ("APIs") where applicable, available for the Developer Services. If any of those third-party service providers ceases to make its applicable services or APIs available on reasonable terms for the Developer Services, We may cease providing the corresponding features without entitling You to any refund, credit, or other compensation.

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4. NO FEES FOR DEVELOPER SERVICES

We currently provide the Developer Services at no charge. We reserve the right to change our pricing policies for Developer Services at any time in our sole discretion. We will provide you reasonable notice of any such changes.

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5. PROPRIETARY RIGHTS

5.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Developer Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

5.2. Restrictions. You shall not (i) permit any third party to access the Developer Services except as permitted herein, in an Order Form or in the User Guide, (ii) create derivate works based on the Developer Services, (iii) copy, frame or mirror any part or content of the Developer Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Developer Services, or (v) access the Developer Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Developer Services.

5.3. Your Applications and Code. You authorize Us to host, copy, transmit, display and adapt Your Applications and any program code that You or any User create using the Developer Services, solely as necessary for Us to provide the Developer Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Applications or any program code created by You or by a third party for You, including any intellectual property rights therein.

5.4. Customer Data. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.

5.5. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate into the Developer Services and other online services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Developer Services.

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5.6. Federal Government End Use Provisions. We provide the Developer Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Developer Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.2277015 (Technical Data ? Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

5.7. Competitive Applications. Subject to Our and Your respective rights and obligations under this Agreement, We acknowledge that You may develop and make available products and services that are similar to or otherwise compete with Our products and services, and You acknowledge that We may develop and make available products and services that are similar to or otherwise compete with Your products and services.

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6. CONFIDENTIALITY

6.1. Definition of Confidential Information. As used herein, "Confidential Information" means, in the case of information disclosed by Us to You, the Developer Services; and in the case of information disclosed by You to Us, Your Data, and information regarding applications or other materials developed using the Developer Services to the extent disclosed to Us by the hosting of such applications or materials on our platform or to the extent disclosed to our Customer Support organization. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party (the "Disclosing Party"), (ii) was known to the receiving party (the "Receiving Party") prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

6.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

6.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

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7. LIMITED WARRANTIES AND DISCLAIMERS

Each party represents and warrants that it has the legal power to enter into this Agreement. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE AND IN SECTION 11.5 (WARRANTIES) BELOW, NEITHER PARTY MAKES IN THIS AGREEMENT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A

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PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

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8. INDEMNIFICATION

You shall defend Us against any claim, demand, suit, or proceeding ("Claim") made or brought against Us by a third party alleging that Your Data, or applications or other materials developed by You using the Developer Services, infringe or misappropriate the intellectual property rights of a third party or violate applicable law (to the extent such infringement, misappropriation or violation do not arise from the Developer Services), and shall indemnify Us for any damages finally awarded against, and for reasonable attorney's fees incurred by, Us in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense. The foregoing states Your sole liability and Our exclusive remedy for any type of Claim described in this Section.

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9. LIMITATION OF LIABILITY

9.1. Limitation of Liability. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF $500,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.

9.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

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10. TERM AND TERMINATION

10.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all User Subscriptions granted in accordance with this Agreement have expired or been terminated.

10.2. Term of Basic Developer Service User Subscriptions. User Subscriptions for Basic Developer Services commence on the date you accept this Agreement and continue until terminated by either party in accordance with Section 10.3 (Termination of Basic Developer Service User Subscriptions).

10.3. Termination. You may terminate Basic Developer Service User Subscriptions without cause at any time upon written notice to Us. We may terminate Basic Developer Service User Subscriptions (i) at any time without cause upon 60 days' written notice to You, (ii) upon notice to You if Your Basic Developer Services have not been accessed by a User for 6 months or longer, or (iii) upon 7 days' written notice to You of a material breach of this Agreement if such breach remains uncured at the expiration of such period. Notwithstanding the above, to the extent any Basic Developer Service User Subscriptions are required to use Supplemental Developer Service User Subscriptions, the parties' rights to terminate such Basic Developer Service User Subscriptions will be governed by Section 11.7(b) (Termination of Agreement for Cause) instead of this Section.

10.4. Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Developer Services subscription, We will make available to You for download a file of Your Data in comma

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separated value (.csv) format along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

10.5. Loss of Applications and Materials. UPON ANY TERMINATION OF THIS AGREEMENT, ALL APPLICATIONS AND OTHER MATERIALS DEVELOPED BY YOU USING THE DEVELOPER SERVICES AND HOSTED ON OUR PLATFORM WILL BE PERMANENTLY LOST.

10.6. Surviving Provisions. Sections 5 (Proprietary Rights), 6 (Confidentiality), 7 (Limited Warranties and Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), 10.4 (Return of Your Data), 11.4 (Confidentiality of Supplemental Developer Services Terms and Pricing), 11.5 (Warranties Regarding Supplemental Developer Services), 11.6 (Indemnification by Us for Supplemental Developer Services), 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 13 (General Provisions) shall survive any termination or expiration of this Agreement.

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11. ADDITIONAL TERMS APPLICABLE TO SUPPLEMENTAL DEVELOPER SERVICES

11.1. Terms Limited to Supplemental Developer Services. The provisions in this Section 11 (Terms Applicable to Supplemental Developer Services) apply only to Supplemental Developer Services ordered hereunder, and are in addition to the other provisions in this Agreement.

11.2. Supplemental Developer Services. a. Provision of Supplemental Developer Services. We shall make the Supplemental Developer Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases of Supplemental Developer Services are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features. b. User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Supplemental Developer Services may be accessed by no more than the specified number of Users, (ii) additional User Subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional User Subscriptions are added, and (iii) the added User Subscriptions shall terminate on the same date as the pre-existing subscriptions.

11.3. Fees and Payment for Supplemental Developer Services. a. User Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States dollars, (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of User Subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User Subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User Subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term. b. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Developer Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 11.7a (Term of Supplemental Developer Service User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information with Us. c. Overdue Charges. If any charges are not received from You by the due date (except charges then under reasonable and good faith dispute), then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 11.5 (Invoicing and Payment).

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d. Charges 30 or More Days Overdue. If any charge owing by You under this or any other agreement for Developer Services is 30 or more days overdue (except charges then under reasonable and good faith dispute), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Developer Services until such amounts are paid in full. e. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees. 11.4. Confidentiality of Supplemental Developer Services Terms and Pricing. In addition to the terms of Section 6 (Confidentiality) above, the terms and pricing under any Order Forms for Supplemental Developer Services shall be considered Our Confidential Information. 11.5. Warranties Regarding Supplemental Developer Services. a. Developer Services. We warrant that (i) the Supplemental Developer Services shall perform materially in accordance with the User Guide, and (ii) subject to Section 3.3 (Developer Service Features that Integrate with Third-Party Services), the functionality of the Supplemental Developer Services will not be materially decreased during a subscription term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Sections 11.7.b (Termination for Cause) and 11.7.c (Refund or Payment upon Termination) below. b. Malicious Code. Each party represents and warrants that it will not transmit to the other party any Malicious Code; provided, however, We will not be deemed to breach this warranty to the extent You or a User upload into the Developer Services a file containing Malicious Code and later download that file. 11.6. Indemnification by Us for Supplemental Developer Services. We shall defend You against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the

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